Royal Mail spotlight reopens rift between bankers and advisers

A Royal Mail postal van is parked outside homes in Maybury near Woking in southern England March 25, 2014. REUTERS/Luke MacGregor

By Freya Berry

LONDON (Reuters) - The fallout from the controversial stock market flotation of Britain's Royal Mail (RMG.L) has reopened a rift between the bank and independent advisers who run such deals.

Accusations that taxpayers lost money on the 2 billion pound ($3.3 billion) float arose after the shares closed up 38 percent on their market debut - well above the normally targeted first-day premium of between 5 and 10 percent on such deals.

Subsequent questions over the pricing of the offer have reignited the bad feeling between banks, who sometimes feel advisers get in the way of their relationship with the company or government, and the independent firms, who say they help protect clients' interests.

At stake are millions of dollars in fees generated by floating companies successfully on the stock exchange.

Britain's Public Accounts Committee (PAC), a group of legislators who scrutinise aspects of government finances, said on Thursday it would again quiz independent firm Lazard (NYS:LAZ) over its role in the Royal Mail float.

Its comments came a week after a National Audit Office (NAO) report said the deal had been underpriced and recommended the government cut its reliance on financial advisers, or ensure it improved taxpayer returns where it used advisers in future.

Bankers from Goldman Sachs (NYS:GS) and UBS (VTX:UBSN), which acted as global lead managers on the deal, were questioned in a parliamentary session in November last year. Lazard was questioned a week later.

Goldman, Lazard and UBS declined comment.

In the "blame game" following the Royal Mail float, questions about who was responsible for the decision not to raise the price range, despite strong investor interest, have drawn out tensions between the two sides.

But some sources said the pricing structure was significant in the eventual price of 330 pence a share.

ADVISER FEES

Lazard was paid a flat 1.5 million pound fee to complete the deal, unlike the banks who were incentivized to maximize the price set and shared 12.7 million pounds between them. As well as lead co-ordinators Goldman and UBS, Barclays (BARC.L) and Merrill Lynch (BAC.N) were bookrunners on the deal. Investec (INVP.L), Nomura <9716.T> and Royal Bank of Canada (RY.TO) acted as co-lead managers.

Royal Bank of Canada and Investec were not immediately available for comment. Royal Mail, Barclays, Nomura and Merrill Lynch declined to comment.

Adviser fees on public transactions tend to be low. Lazard's fee for Royal Mail was just 0.05 percent of the deal's value, and it earned nothing for the sales of 7.2 billion pounds of Lloyds (LLOY.L) shares by the government this year and last.

But the prestige associated with government deals helps the case for advisers and allows them to command hefty fees in the private sector. Unlike banks, which are usually paid between 2 and 5 percent of the money raised in a stock market flotation or IPO, advisers negotiate each transaction individually.

As well as the issue of fees, some bankers also highlighted the long-standing complaint that they sometimes felt undermined by the presence of advisers, who they said could be an obstruction between themselves and the client.

"It's very disempowering for banks," a banking source said. "It's saying: you're hired, but you're going to have to filter everything through an adviser."

But as the global IPO market bounces back, advisers are becoming ever more firmly entrenched in the market as companies seek their guidance in an increasingly competitive environment.

Saga (IPO-SAGA.L), AO.com (AO.L) and ISS (ISS.CO) for instance have all appointed advisers for their IPOs this year.

And despite the sometimes-strained relationships, bankers say that amid the rush of deals the two groups are simply going to have to get along.

For their part, some advisers highlighted that such tensions could even be a constructive force.

"It's the sparring that goes on between advisers and bookrunners that should get you a better outcome," said an industry source. "Generally speaking, they don't give a round of applause when we're invited, but they work with us."

The Department for Business said in a statement: "The sale price secured by the government was based on a comprehensive process of preparation, in which we took extensive professional advice and consulted with more than 500 investors.

"The National Audit Office report acknowledged that it was appropriate to appoint professional advisers given the scale and complexity of the transaction." ($1 = 0.5970 British Pounds)